SUB-ACCOUNTING AGREEMENT
Agreement made as of June 1, 2005 by and between each Fund, as defined
below, and Xxxx Xxxxx Xxxx Xxxxxx, Incorporated ("LMWW").
WHEREAS, LMWW is the principal distributor of the Signature and
Institutional Class shares of the Xxxx Xxxxx Family of Funds, open-end
investment companies registered under the Investment Company Act of 1940,
including each of the separate portfolios of such funds, which are identified in
Schedule C (each separate portfolio and each investment company without separate
portfolios a "Fund" and collectively, the "Funds"); and
WHEREAS, LMWW is registered under the Securities Exchange Act of 1934,
as amended, as a broker-dealer; and
WHEREAS, LMWW has entered into an agreement with respect to each of the
Funds pursuant to which it, among other things, offers for sale and sells
Signature and Institutional Class shares of the Funds to its customers in
accordance with the terms of the currently effective prospectuses of the Funds;
and
WHEREAS, LMWW is the record owner of the Signature and Institutional
Class shares beneficially owned by such customers and maintains one or more
omnibus accounts with each of the Funds, through which it holds said shares; and
WHEREAS, LMWW maintains accurate records of the beneficial ownership of
such shares and provides such other services as are specified in Schedule A
hereto with respect to its customers that maintain in their LMWW accounts
Signature or Institutional Classes of Fund shares; and
WHEREAS, the Funds receive a direct benefit from LMWW performing the
services described in this Agreement concerning the accounts of these customers.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, each party hereto agrees, as follows:
1. Performance of Services. LMWW agrees to perform the services specified on
Schedule A (the "Services") with respect to its customers that maintain in
their LMWW accounts Signature or Institutional Classes of Fund shares (each
a "Customer" and collectively, the "Customers").
2. Maintenance of Records. LMWW agrees that it will maintain and preserve all
records as required by law to be maintained and preserved in connection
with providing the Services, and will otherwise comply with all laws,
rules, and regulations applicable to the Services. Upon request of the
Funds, LMWW shall provide copies of all the historical records relating to
transactions in shares of the Funds on behalf of the Customer accounts, and
other related materials, as are maintained by LMWW in the ordinary course
of its business to enable the Funds, their representatives and their
independent public accountants to: (a) monitor and review the Services, (b)
comply with any request of a government body or self-regulatory
organization or a shareholder, (c) verify compliance by LMWW with the terms
of this Agreement, (d) make required regulatory reports, (e) perform
general Customer supervision, (f) comply with any other applicable legal or
regulatory obligations, or (g) as may otherwise be reasonably requested by
the Funds. Upon reasonable notice, LMWW agrees that it will permit the
Funds, their representatives or their independent public accountants to
have reasonable access to its facilities, personnel and records at least
two times each year in order to facilitate the monitoring of the quality of
the Services. Notwithstanding this provision, it is understood and agreed
that the names, addresses and other identifying information of LMWW
customers (including the Customers) and LMWW's sales and support personnel
are the exclusive property of LMWW. LMWW shall also deliver annually to the
Funds a report prepared by an independent auditor addressing LMWW's
performance under this Agreement or an independent auditor's report
pursuant to Statement on Auditing Standards No. 70 on internal controls
relevant to LMWW's services under this Agreement.
3. Confidentiality. Each Fund agrees for itself and each of its affiliates or
representatives given access to LMWW facilities and/or records in
accordance with Paragraph 2 hereto that each of them shall treat as
confidential all records and any information obtained through such access,
and shall not disclose information contained therein except as permitted
under Paragraph 2. All such records and information maintained by LMWW and
its affiliates in connection with this Agreement are the exclusive property
of LMWW and shall remain so notwithstanding any release thereof in
accordance with the terms of this Agreement, including Section 6.
4. Fees. In consideration of the Services provided hereunder, each Fund shall
pay to LMWW the fees specified in Schedule B hereto. The liability of each
such Fund to pay its fees, if any, shall be separate from the liability of
any other Fund to pay its fees. In that connection, LMWW acknowledges that
the fees owed by each such Fund shall be the responsibility and liability
solely of that Fund.
5. Indemnification. (a) LMWW shall indemnify and hold harmless the Funds from
and against any and all losses that it or they may incur (including,
without limitation, reasonable attorneys' fees and expenses) arising out of
LMWW's negligence, bad faith, willful misconduct or failure to comply with
any applicable law in performing, or failing to perform, the Services under
this Agreement.
(b)Each Fund shall indemnify and hold harmless LMWW from any and all losses
that it may incur (including, without limitation, reasonable attorneys'
fees and expenses) arising out of the acts or omissions of the Funds,
except to the extent such losses arise out of LMWW's negligence, bad faith,
willful misconduct or failure to comply with any applicable law in
performing, or failing to perform, the Services under this Agreement.
6. Termination. This Agreement may be terminated, without penalty, at any time
with respect to any Fund(s) by such Fund(s), upon 60 days written notice to
LMWW. LMWW may terminate this Agreement, without penalty, at any time,
provided, however, that in such event, LMWW shall (i) provide the Funds
with at least six (6) months prior notice of such termination in order to
enable the Funds to make alternative arrangements and/or to transition
responsibility for servicing and maintenance of the Customer accounts from
LMWW; (ii) make data files and other records relating to the Funds
available to the Fund or their designee; and (iii) fully cooperate with the
Funds and/or their designee to transition responsibility for servicing and
maintenance of the Customer accounts from LMWW to the Funds and/or their
designee. The provisions of Paragraphs 3, 5, 12 and 13, and LMWW's right to
receive payment for services rendered, including reimbursement of its costs
for any transition to a new service provider due to the Fund(s) actions,
will survive termination of this Agreement.
7. Entire Agreement. This Agreement, including its Schedules, constitutes the
entire agreement between the parties with respect to the matters dealt with
therein, and supersedes any previous agreements and documents with respect
to such matters. The agreement between LMWW and the Funds with respect to
distribution of Fund shares remains in full force and effect and shall be
governed by its independent terms and conditions.
8. Notice. All communications under this Agreement shall be written and sent
to the Funds or LMWW at the addresses provided at the end of this
Agreement. Notice shall be deemed to have been given on the date it was
delivered personally to the other party or any officer or was received by
either express delivery or telecopy (with receipt) by the other party at
its address specified in this Agreement. Any party may change the address
to which communications to it shall be sent by giving notice thereof in
accordance with this provision.
9. Amendments. All amendments hereto must be in writing and signed by the
parties hereto.
10. Assignment. The rights and obligations of the parties hereunder may not be
assigned without the prior written consent of the non-assigning party.
11. Force Majeure. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God,
strikes, equipment or transmission failure or damage beyond its control, or
other causes reasonably beyond its control, such party shall not be liable
for damages to the other resulting from such failure to perform or
otherwise from such causes, provided that such party shall have used
commercially reasonable measures to prevent such failure or damage and
shall use commercially reasonable efforts to recommence performance of such
obligations as soon as possible.
12. Consequential Damages. Neither party to this Agreement shall be liable to
the other party for consequential, indirect or special damages under any
provision of this Agreement or for any consequential, indirect or special
damages arising out of any act or failure to act hereunder.
13. Governing Law. This Agreement shall be governed by the laws of the State of
Maryland.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.
XXXX XXXXX XXXX XXXXXX,
INCORPORATED Address for Notice:
000 Xxxxx Xxxxxx
By: /s/ D. Xxxxxx Xxxxxx Xxxxxxxxx, XX 00000
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Name: D. Xxxxxx Xxxxxx Attn: D. Xxxxxx Xxxxxx
Title: Senior Vice President
FUNDS Address for Notice:
By: /s/ Xxxxxxx X. Xxxx 000 Xxxxx Xxxxxx
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Name: Xxxxxxx X. Xxxx Xxxxxxxxx, XX 00000
Title: Vice President Attn: Xxxx X. Xxxxxxx
SCHEDULE A
Pursuant to the Agreement by and among the parties hereto, LMWW shall
perform the following Services:
1. Maintain separate records with respect to each Customer, which records
shall accurately reflect, by Fund and by class, all shares purchased,
exchanged and redeemed, including the date and price for all transactions,
and share balances as well as the proper and accurate allocation of all
dividends and distributions, whether paid in cash or shares, or invested in
shares of another Fund. LMWW shall maintain with the transfer agent of the
Funds omnibus accounts holding separately the Signature and Institutional
Classes of shares representing the aggregate positions of such Customers
and such accounts shall be in the name of LMWW or its nominee as the record
owner of the shares owned beneficially by such Customers. LMWW may maintain
more than one omnibus account in each of the Signature and Institutional
Classes of each Fund if LMWW deems that convenient to Customers who receive
dividends in different fashion or to separate from one another Customers
who participate in different LMWW programs.
2. Monitor each Customer's eligibility to purchase and hold the Signature and
Institutional Classes of shares and initiate appropriate transactions,
including purchases of such shares and exchanges into and out of such other
share classes, including exchanges arising out of changes in the
eligibility of Customers to purchase or hold Signature or Institutional
Classes of shares, relating to such Signature and Institutional Classes in
accordance with the criteria set by the Funds.
3. Transmit to the Funds purchase, exchange and redemption orders with respect
to the holdings of Customers. Such orders shall be transmitted in a manner
and format mutually agreed upon by the parties. Orders for Fund shares must
be time stamped and received by LMWW prior to the close of business of the
New York Stock Exchange (generally 4:00 p.m.) on each day that the Funds
are open for business and such orders must be received by the Funds or
their agent from LMWW by 7:00 p.m. in order for LMWW to receive that day's
net asset value.
4. Prepare and transmit to Customers periodic account statements at least
quarterly, and as frequently as required by law, showing the total number
of shares owned by each respective Customer as of the statement closing
date, purchases, exchanges and redemptions of Fund shares by Customers
during the period covered by the statement and the dividends and other
distributions paid to Customers during the statement period (whether paid
in cash or reinvested in Fund shares).
5. Forward to Customers Fund proxy materials, reports and other information
supplied by the Funds and required to be sent to shareholders by law. Upon
request of the Fund, LMWW will also transmit to Customers Fund
communications deemed by the Fund, through its Board of Directors or
similar governing body, to be material to shareholders of the Fund. In
addition, LMWW will forward to Customers quarterly reports supplied by the
Funds with respect to certain Funds. LMWW may consolidate or utilize
"household" mailing for the above-described information where permissible
under applicable law.
6. Provide to the Funds such daily and periodic reports as may be necessary to
enable each of the Funds and Distributor to comply with State Blue Sky
requirements.
7. Prepare, file or transmit all reports and returns as required by federal or
state law with respect to each Customer account.
8. Disburse or credit to Customer accounts, and maintain records of, all
proceeds of redemptions of shares and all other distributions not
reinvested in shares of the Funds.
SCHEDULE B
FEE SCHEDULE
Each Fund agrees to pay LMWW an annual fee of $7.00 in respect of each Customer
account holding Signature or Institutional Class shares, at any time during a
calendar year. There will be no charge for zero balance accounts and for closed
accounts. The fees provided for in this Schedule shall be billed quarterly by
LMWW and paid by the appropriate Fund within 30 days after the receipt by the
Fund unless the Fund provides notice to LMWW of any discrepancy in such bills
that is not resolved within that 30 day period.
SCHEDULE C
FUNDS
XXXX MASON CASH RESERVE TRUST
XXXX XXXXX XXXXXXX STREET TRUST, INC.
Batterymarch U.S. Small Capitalization Equity Portfolio
XXXX XXXXX GLOBAL TRUST, INC.
Xxxx Xxxxx Emerging Markets Trust
Xxxx Xxxxx Global Income Trust
Xxxx Xxxxx International Equity Trust
XXXX XXXXX GROWTH TRUST, INC.
XXXX XXXXX INCOME TRUST, INC.
Xxxx Xxxxx Core Bond Portfolio
Xxxx Xxxxx High Yield Portfolio
Xxxx Xxxxx Investment Grade Income Portfolio
Xxxx Xxxxx Limited Duration Portfolio
Xxxx Xxxxx U.S. Government Money Market Portfolio
XXXX XXXXX INVESTMENT TRUST, INC.
Xxxx Xxxxx Opportunity Trust
XXXX XXXXX INVESTORS TRUST, INC.
Xxxx Xxxxx American Leading Companies Trust
Xxxx Xxxxx Balanced Trust
Xxxx Xxxxx U.S. Small-Capitalization Trust
Xxxx Xxxxx Financial Services Fund
XXXX XXXXX LIGHT STREET TRUST, INC.
Xxxx Xxxxx Classic Valuation Fund
XXXX XXXXX SPECIAL INVESTMENT TRUST, INC.
XXXX XXXXX TAX EXEMPT TRUST, INC.
XXXX XXXXX TAX-FREE INCOME FUND
Xxxx Xxxxx Maryland Tax-Free Income Trust
Xxxx Xxxxx Pennsylvania Tax -Free Income Trust
Xxxx Xxxxx Tax-Free Intermediate-Term Income Trust
XXXX XXXXX VALUE TRUST, INC.
